SEC Form 4 · accession 0000928465-16-000011
AMCON DISTRIBUTING CO · DIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher H Atayan
Officer — CEO and Chairman · Director · 10% Owner
Period of report
Jul 26, 2016
Accepted (ET)
Jul 27, 2016 · 5:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000928465
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per shareF4 | Jul 26, 2016 | C | 82,481 | — | A | 296,200 | D | |
| Common Stock, par value $.01 per shareF5 | Jul 26, 2016 | C | 8,113 | — | A | 304,313 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Prfd Stk, par value $.01 per shareF4 | $30.31 | Jul 26, 2016 | C | 100,000 | D | Aug 5, 2004 | — | Common Stock | 0 | 0 | D |
| Series B Convertible Prfd Stk, par value $.01 per shareF5 | $24.65 | Jul 26, 2016 | C | 8,000 | D | Oct 8, 2004 | — | Common Stock | 0 | 0 | D |
| Restricted Stock UnitsF1 | — | holding | — | — | — | — | — | Common Stock | 9,900 | 9,900 | D |
| Restricted Stock UnitsF2 | — | holding | — | — | — | — | — | Common Stock | 6,600 | 6,600 | D |
| Restricted Stock UnitF3 | — | holding | — | — | — | — | — | Common Stock | 3,300 | 3,300 | D |
Explanation of responses
- F1Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the total original 9,900 RSU award on October 20, 2016, October 20, 2017, and October 20, 2018.
- F2Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the total original 9,900 RSU award (3,771 RSUs awarded on October 21, 2014 and 6,129 RSUs awarded on December 19, 2014) on October 21, 2015, October 21, 2016, and October 21, 2017.
- F3Restricted Stock Units ("RSUs") give the reporting person the right to receive, subject to being employed on the applicable vesting date, (i) cash equal to the per share Fair Market Value of common stock on the vesting date times the number of shares underlying the RSUs then vesting or (ii) common stock equal to the number of shares underlying the RSUs then vesting, as elected by the reporting person. Subject to earlier forfeiture under certain circumstances, these RSUs vest as to one-third of the original 9,900 RSU award on October 22, 2014, October 22, 2015, and October 22, 2016.
- F4Series A Convertible Preferred Stock ("Series A Stock") may be redeemed by the Issuer, at its option, and must be redeemed, at the option of the holder, upon a change of control, as defined in the designation for the Series A Stock. Series A Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed. The Series A Stock is convertible at any time by the holder into a number of shares of common stock equal to the number of shares of Series A Stock being converted multiplied by a fraction equal to $25.00 divided by the $30.31 conversion price.
- F5Series B Convertible Preferred Stock ("Series B Stock") may be redeemed by the Issuer, at its option, and must be redeemed, at the option of the holder, upon a change of control, as defined in the designation for the Series B Stock. Series B Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed. The Series B Stock is convertible at any time by the holder into a number of shares of common stock equal to the number of shares of Series B Stock being converted multiplied by a fraction equal to $25.00 divided by the $24.65 conversion price